Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our management, including our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, our principal executive officer and our principal financial officer have concluded that, as of December 31, 2025, the end of the period covered by this Report, our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
Our management, with the participation of our principal executive officer and principal financial officer, assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013) (the “COSO framework”). Based on its assessment, Management has concluded that as of December 31, 2025, the Company’s internal control over financial reporting is effective based on those criteria. Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 excluded Dipsol Chemicals Co., Ltd. and its subsidiaries (“Dipsol”), which was acquired by the Company in April 2025. The total assets and total revenues of Dipsol, a wholly-owned subsidiary, represent approximately 4% and 3%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025. Companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting in the year of acquisition while integrating the acquired company under guidelines established by the Securities and Exchange Commission staff.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report which is included in “Item 8. Financial Statements and Supplementary Data.”
Changes in Internal Control Over Financial Reporting
As required by Rule 13a-15(d) under the Exchange Act, our management, including our principal executive officer and principal financial officer, has evaluated our internal control over financial reporting to determine whether any changes to our internal control over financial reporting occurred during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, there were no changes that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the quarter ended December 31, 2025.
Item 9B. Other Information.
Insider Trading Arrangements and Policies
No director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of the Company adopted or terminated any Rule 10b5-1 trading arrangement or any non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K) during the Company’s fourth quarter ended December 31, 2025.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Incorporated by reference is (i) the information beginning with and including the caption “Proposal 1—Election of Directors and Nominee Biographies” in Quaker Houghton’s definitive Proxy Statement relating to the 2026 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission no later than 120 days after the close of its fiscal year ended December 31, 2025 (the “2026 Proxy Statement”) to, but not including, the sub-caption “Governance Committee Procedures for Selecting Director Nominees,” (ii) the information appearing in Item 4(a) of this Report, (iii) the information in the 2026 Proxy Statement beginning with and including the sub-caption “Code of Conduct” to, but not including, the caption “Compensation Committee Interlocks and Insider Participation,” (iv) the information in the 2026 Proxy Statement required by Item 408(b) of Regulation S-K beginning with and including the sub-caption “Insider Trading Policy” to, but not including the sub-caption “Compensation Recoupment Policy and (v) the information in the 2026 Proxy Statement beginning with and including the sub-caption “Shareholder Nominations and Recommendations” to, but not including, the sub-caption “Board Oversight of Risk.” Information about our Executive Officers is included in Item 4(a) of this Report.
Item 11. Executive Compensation.
Incorporated by reference is (i) the information in the 2026 Proxy Statement beginning with and including the caption “Compensation Committee Interlocks and Insider Participation” to, but not including, the caption “Pay versus Performance Disclosure” as well as including the disclosure under the captions (ii) “Director Compensation” and (iii) “Compensation Policies and Practices – Risk Assessment.”
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Incorporated by reference is the information in the 2026 Proxy Statement beginning with and including the caption “Stock Ownership of Certain Beneficial Owners and Management” to, but not including, the caption “Certain Relationships and Related Party Transactions.”
Equity Compensation Plans
The following table sets forth certain information relating to the Company’s equity compensation plans as of December 31, 2025. Each number of securities reflected in the table is a reference to shares of Quaker common stock.
Equity Compensation Plan Information
Plan Category
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
Weighted-average
exercise price of
outstanding options,
warrants and rights
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
(a)
(b)
(c)
Equity compensation plans approved by security holders
50,364 $ 196.23 818,282 (1)
Equity compensation plans not approved by security holders
— — —
Total
50,364 $ 196.23 818,282 (1)
(1) As of December 31, 2025, 746,705 shares were available for issuance upon the exercise of stock options and/or as restricted stock awards and/or restricted stock unit awards under the Company’s 2024 Long-Term Performance Incentive Plan and 71,577 shares were available for issuance under the 2023 Director Stock Ownership Plan.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Incorporated by reference is (i) the information in the 2026 Proxy Statement beginning with and including the caption “Certain Relationships and Related Party Transactions” to, but not including, the caption “Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm,” (ii) the information in the 2026 Proxy Statement beginning with and including the sub-caption “Director Independence” to, but not including, the sub-caption “Governance Committee Procedures for Selecting Director Nominees,” and (iii) the information in the 2026 Proxy Statement beginning with and including the caption “Meetings and Committees of the Board” to, but not including, the caption “Compensation Committee Interlocks and Insider Participation.”
Item 14. Principal Accountant Fees and Services.
Incorporated by reference is the information in the 2026 Proxy Statement beginning with and including the sub-caption “Audit Fees” to, but not including, the statement recommending a vote for ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
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PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) Exhibits and Financial Statement Schedules
1. Financial Statements and Supplementary Data
Page
Financial Statements
Report of Independent Registered Public Accounting Firm
44
Consolidated Statements of Operations
46
Consolidated Statements of Comprehensive Income (Loss)
47
Consolidated Balance Sheets
48
Consolidated Statements of Cash Flows
49
Consolidated Statements of Changes in Equity
50
Notes to Consolidated Financial Statements
52
2. Financial Statement Schedules
All schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. Financial statements of 50% or less owned companies have been omitted because none of the companies meets the criteria requiring inclusion of such statements.
3. Exhibits - filed pursuant to, and numbered in accordance with Item 601 of Regulation S-K (all of which are under Commission File number 001-12019, except as otherwise noted):
2.1 — Share Purchase Agreement, dated April 4, 2017, by and among Quaker Chemical Corporation, a Pennsylvania corporation, Gulf Houghton Lubricants, Ltd., an exempted company incorporated under the laws of the Cayman Islands, Global Houghton Ltd., an exempted company incorporated under the laws of the Cayman Islands, and certain members of the management of Global Houghton Ltd. and Gulf Houghton Lubricants, Ltd., as agent for the Sellers. Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 8-K, filed on April 5, 2017.***
2.2 — Share Purchase Agreement, dated March 25, 2025, by and among AG III Investment Limited Partnership, an investment limited partnership (toshi jigyo yugen sekinin kumiai) organized and existing under the Laws of Japan, AG Chorus Limited Partnership, an exempted limited partnership organized and existing under the Laws of the Cayman Islands, AG Concert Limited Partnership, an exempted limited partnership organized and existing under the Laws of the Cayman Islands, Quaker Chemical Corporation, a Pennsylvania Corporation and Quaker Chemical Corporation, a Delaware corporation. Inc orporated by reference to Exhibit 2.1 as filed by the Registrant with Form 10-Q f or the quarter ended March 31 , 2025 . ***
3.1 — Amended and Restated Articles of Incorporation (as amended through July 24, 2019). Incorporated by reference to Exhibit 3.1 as filed by the Registrant with its quarterly report on Form 10-Q on August 1, 2019.
3.2 — Amended and Restated By-laws (effective December 19, 2022). Incorporated by reference to Exhibit 3.1 as filed by Registrant within its current report on Form 8-K on December 20, 2022.
4.1 — Registration Rights, dated August 1, 2019, issued to certain members of the management of Global Houghton Ltd. and Gulf Houghton Lubricants, Ltd. by Quaker Chemical Corporation. Incorporated by reference to Exhibit 4.5 as filed by Registrant on Form S-3 on August 29, 2019.
4.2 — Description of Quaker Houghton common stock. Incorporated by reference to Exhibit 4.2 as filed by the Registrant with Form 10-K for the year ended 2019.
10.1 — Claim Handling and Funding Agreement between SB Decking, Inc., an inactive subsidiary of Registrant, and Employers Insurance Company of Wausau dated September 25, 2007. Incorporated by reference to Exhibit 10(k) as filed by the Registrant with Form 10-Q for the quarter ended September 30, 2007.
10.2 — Settlement Agreement and Mutual Release entered into between AC Products, Inc., wholly owned subsidiary of Registrant, and Orange County Water District, effective November 8, 2007. Incorporated by reference to Exhibit 10.47 as filed by the Registrant with Form 10-K for the year ended 2007.
10.3 — Memorandum of Employment by and between Registrant and Joseph Berquist dated April 1, 2010. Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form 10-Q for the quarter ended March 31, 2010.†
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10.4 — Change in Control Agreement by and between Registrant and Joseph Berquist dated April 1, 2010. Incorporated by reference to Exhibit 10.3 as filed by the Registrant with Form 10-Q for the quarter ended March 31, 2010.†
10.5 — Employment Agreement by and between Registrant and Joseph Berquist dated August 18 2021, effective on September 9, 2021. Incorporated by reference to Exhibit 10.3 as filed by the registrant with Form 10-Q for the quarter ended September 30, 2021.†
10.6 — Employment Agreement by and between Registrant and Andrew Tometich dated September 2, 2021, effective on October 11, 2021. Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Q for the quarter ended September 30, 2021.†
10.7 — Change in Control Agreement by and between Registrant and Andrew Tometich dated September 2, 2021, effective on October 11, 2021. Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form 10-Q for the quarter ended on September 30, 2021.†
10.8 — Form of Change of Control Agreement by and between the Registrant and certain executive officers (including Robert Traub, Jeewat Bijlani, and David Slinkman). Incorporated by reference to Exhibit 10.4 as filed by the Registrant with Form 10-Q, filed on November 12, 2019.†
10.9 — Memorandum of Employment by and between the Registrant and Shane Hostetter dated and effective April 19, 2021. Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Q for the quarter ended on March 31, 2021.†
10.10 — Form of Change of Control Agreement by and between the Registrant and Shane Hostetter dated and effective April 19, 2021. Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form 10-Q for the quarter that ended on March 31, 2021.†
10.11 — Memorandum of Employment by and between the Registrant and Melissa Leneis dated May 24, 2022 and effective July 5, 2022. Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2022.†
10.12 — Form of Change of Control Agreement by and between the Registrant and certain executive officers (including Melissa Leneis). Incorporated by reference to Exhibit 10.3 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2022.†
10.13 — Memorandum of Employment by and between the Registrant and Jeffrey Kutz dated November 30, 2023 and effective January 2, 2024. Incorporated by reference to Exhibit 10.14 as filed by the Registrant with Form 10-K for the year ended 2023.†
10.14 — Employment Agreement by and between the Registrant and Anna Ransley dated July 31, 2023, effective July 31,2023. Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2023.†
10.15 — Form of Change of Control Agreement by and between the Registrant and certain executive officers (including Anna Ransley). Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2023. †
10.16 — Employment Agreement by and between the Registrant and Jeffrey Fleck dated January 23, 2023, effective February 27, 2023. Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Q for the quarter ended March 31, 2023. †
10.17 — Form of Change of Control Agreement by and between the Registrant and certain executive officers (including Jeffrey Fleck). Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form 10-Q for the quarter ended March 31, 2023. †
10.18 — Separation Agreement and General Release by and between Quaker Chemical Corporation and Shane Hostetter, dated June 28, 2024. Incorporated by reference to Exhibit 10.1 9 as filed by the Registrant with Form 10-K for the year ended 2024. †
10.19 — Employment Agreement by and between the Registrant and Thomas Coler dated May 6, 2024, effective June 10, 2024. Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2024. †
10.20 — Form of Change of Control Agreement by and between the Registrant and certain executive officers (including Thomas Coler). Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2024. †
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10.21 — Employment Agreement by and between Quaker Chemical Corporation and Joseph A. Berquist, dated November 18, 2024. Incorporated by reference to Exhibit 10.1 as filed by the Registrant within its current report on Form 8-K on November 20, 2024. †
10.22 — Change in Control Agreement by and between Quaker Chemical Corporation and Joseph A. Berquist, dated November 18, 2024. Incorporated by reference to Exhibit 10.2 as filed by the Registrant within its current report on Form 8-K on November 20, 2024. †
10.23 — Separation Agreement and General Release by and between Quaker Chemical Corporation and Andrew E. Tometich, dated December 5, 2024. Incorporated by reference to Exhibit 10.1 as filed by the Registrant within its current report on Form 8-K on December 11, 2024. †
10.24 — Separation Agreement and General Release by and between Quaker Chemical Corporation and Melissa Leneis, dated January 6, 2025. Incorporated by reference to Exhibit 10.25 as filed by the Registrant with Form 10-K for the year ended 2024. †
10.25 — Employment Agreement by and between Quaker Chemical Corporation and Kristin Rokosky, dated January 22, 2025. Incorporated by reference to Exhibit 10.2 6 as filed by the Registrant with Form 10-K for the year ended 2024. †
10.26 — Change in Control Agreement by and between Quaker Chemical Corporation and Kristin Rokosky, dated January 22, 2025. Incorporated by reference to Exhibit 10. 27 as filed by the Registrant with Form 10-K for the year ended 2024. †
10.27 — Employment Agreement by and between Registrant and Renato Carvalho dated January 23, 2012. Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Q for the quarter ended March 31, 2025.†
10.28 — Change in Control Agreement by and between Registrant and Renato Carvalho dated March 1, 2025. Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form 10-Q for the quarter ended March 31, 2025.†
10.29 — Employment Agreement by and between Registrant and Albert Ma dated April 1, 2016. Incorporated by reference to Exhibit 10.3 as filed by the Registrant with Form 10-Q for the quarter ended March 31, 2025.†
10.30 — Change in Control Agreement by and between Registrant and Albert Ma dated March 1, 2025. Incorporated by reference to Exhibit 10.4 as filed by the Registrant with Form 10-Q for the quarter ended March 31, 2025.†
10.31 — Employment Agreement by and between Registrant and Miguel Moreno dated July 2, 2018. Incorporated by reference to Exhibit 10.5 as filed by the Registrant with Form 10-Q for the quarter ended March 31, 2025.†
10.32 — Change in Control Agreement by and between Registrant and Miguel Moreno dated March 1, 2025. Incorporated by reference to Exhibit 10.6 as filed by the Registrant with Form 10-Q for the quarter ended March 31, 2025.†
10.33 — E mployment Agreement by and between Registrant and Steven Dassing, as amended July 21, 2025. Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Q for the quarter ended September 30, 2025.†
10.34 — Employment Agreement by and between Registrant and Andre Frodl , as amended November 11, 2025 . * †
10.35 — Change in Control Agreement by and between Registrant and Andre Frodl dated October 1, 2025. *†
10.36 — Employment Agreement by and between Registrant and Christine Johnson dated October 1, 202 5 , *†
10.37 — Change in Control Agreement by and between Registrant and Christine Johnson dated October 1, 2025. *†
10.38 — Supplemental Retirement Income Program (as amended and restated effective January 1, 2008), approved November 19, 2008. Incorporated by reference to Exhibit 10.58 as filed by the Registrant with Form 10-K for the year ended 2008.†
10.39 — Quaker Chemical Corporation 2023 Director Stock Ownership Plan. Incorporated by reference to Appendix A to the Registrant’s definitive proxy statement filed on March 31, 2023.†
10.40 — Retirement Savings Plan, as amended and restated effective January 22, 2021, approved November 1, 2021.†
10.41 — Quaker Houghton Annual Incentive Plan (as amended and restated effective May 8, 2024). Incorporated by reference to Exhibit 10. 31 as filed by the Registrant with Form 10-K for the year ended 2024. †
10.42 — 2016 Long-Term Performance Incentive Plan. Incorporated by reference to Appendix C to the Registrant’s definitive proxy statement filed on March 28, 2016.†
10.43 — Form of Restricted Stock Award Agreement for executive officers and other employees under Registrant’s 2016 Long- Term Performance Incentive Plan. Incorporated by reference to Exhibit 10.3 as filed by Registrant with Form 8-K filed on May 6, 2016.†
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10.44 — Form of Restricted Stock Unit Agreement for executive officers and other employees under Registrant’s 2016 Long- Term Performance Incentive Plan. Incorporated by reference to Exhibit 10.4 as filed by Registrant with Form 8-K filed on May 6, 2016.†
10.45 — Form of Stock Option Agreement for executive officers and other employees under Registrant’s 2016 Long-Term Performance Incentive Plan. Incorporated by reference to Exhibit 10.30 as filed by the Registrant with Form 10-K for the year ended 2019.†
10.46 — Chief Executive Officer Transition Agreement dated April 22, 2021, effective December 31, 2021. Incorporated by reference to Exhibit 10.4 as filed by the Registrant with Form 10-Q for the quarter ended on March 31, 2021.†
10.47 — Form of Restricted Stock Award Agreement for non-employee directors under Registrant’s 2016 Long-Term Performance Incentive Plan. Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Q for the quarter ended on June 30, 2021.†
10.48 — Form of Restricted Stock Award Agreement for executive officers and other employees under Registrant’s 2016 Long- Term Performance Incentive Plan. Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form 10- Q for the quarter ended on June 30, 2021. †
10.49 — Form of Incentive Stock Option Award Agreement for executive officers and other employees under Registrant’s 2016 Long-Term Performance Incentive Plan. Incorporated by reference to Exhibit 10.3 as filed by the Registrant with Form 10-Q for the quarter ended on June 30, 2021.†
10.50 — Form of Non-Qualified Stock Option Award Agreement for executive officers and other employees under Registrant’s 2016 Long-Term Performance Incentive Plan. Incorporated by reference to Exhibit 10.4 as filed by the Registrant with Form 10-Q for the quarter ended on June 30, 2021.†
10.51 — Form of Restricted Stock Unit Award Agreement for executive officers and other employees under Registrant’s 2016 Long-Term Performance Incentive Plan. Incorporated by reference to Exhibit 10.5 as filed by the Registrant with Form 10-Q for the quarter ended on June 30, 2021.†
10.52 — Form of Performance Stock Unit Award Agreement for executive officers and other employees under Registrant’s 2016 Long-Term Performance Incentive Plan. Incorporated by reference to Exhibit 10.6 as filed by the Registrant with Form 10-Q for the quarter ended on June 30, 2021.†
10.53 — Form of Performance Stock Unit Award Agreement for executive officers and other employees under Registrant’s 2016 Long-Term Performance Incentive Plan. Incorporated by reference to Exhibit 10.3 as filed by the Registrant with Form 10-Q for the quarter ended on March 31, 2023.†
10.54 — Quaker Chemical Corporation 2024 Long-Term Incentive Plan. Incorporated by reference to Exhibit 10.1 as filed by the Registrant within its current report on Form 8-K on May 9, 2024. †
10.55 — Form of Restricted Stock Unit Award Agreement for executive officers and other employees under Registrant’s 2024 Long-Term Performance Incentive Plan. Incorporated by reference to Exhibit 10.4 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2024. †
10.56 — Form of Restricted Stock Unit Award Agreement for executive officers and other employees under Registrant’s 2024 Long-Term Performance Incentive Plan. Incorporated by reference to Exhibit 10.5 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2024. †
10.57 — Form of Performance Stock Unit Award Agreement for executive officers and other employees under Registrant’s 2024 Long-Term Performance Incentive Plan. Incorporated by reference to Exhibit 10.6 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2024. ***†
10.58 — Form of Performance Stock Unit Award Agreement for executive officers and other employees under Registrant’s 2016 Long-Term Performance Incentive Plan. Incorporated by reference to Exhibit 10.7 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2024. ***†
10.59 — Form of Restricted Stock Unit Award Agreement for certain executive officers under Registrant’s 2024 Long-Term Performance Incentive Plan. Incorporated by reference to Exhibit 10.1 as filed by the Registrant within its current report on Form 8-K on December 17, 2024. †
10.60 — Financing Agreement by and among Butler County Port Authority and Registrant and Brown Brothers Harriman & Co. dated May 15, 2008. Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2008.
10.61 — Butler County Port Authority Industrial Development Revenue Bond dated May 15, 2008. Incorporated by reference to Exhibit 10.7 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2008.
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10.62 — Senior Secured Credit Facilities Commitment Letter, dated April 4, 2017, by and among Quaker Chemical Corporation, Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank AG New York Branch and Deutsche Bank Securities Inc. Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 8-K, filed on April 7, 2017.
10.63 — Credit Agreement, dated as of August 1, 2019, among Quaker Chemical Corporation and certain of its subsidiaries, Banks of America, N.A. and each of the lenders from time to time party thereto. Incorporated by reference to Exhibit 10.3 as filed by Registrant with Form 8-K filed on August 2, 2019.***
10.64 — Amendment No. 1, dated as of March 17, 2020, to the Credit Agreement, dated as of August 1, 2019. Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 8-K filed on March 17, 2020.
10.65 — Amendment No. 2, dated as of December 10, 2021, to the Credit Agreement, dated as of August 1, 2019.
10.66 — Amendment No. 3, dated as of June 17, 2022, to the Credit Agreement, dated as of August 1, 2019, as amended. Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 8-K filed on June 21, 2022.
10.67 — Shareholder Agreement, dated August 1, 2019, among Quaker Chemical Corporation, Gulf Hungary Holding Korlátolt Felelősségű Társaság, Gulf Oil International, Ltd. and GOCL Corporation Limited. Inc. Incorporated by reference to Exhibit 10.1 as filed by Registrant with Form 8-K filed on August 2, 2019.
10.68 — Escrow Agreement, dated August 1, 2019, among Quaker Chemical Corporation, Gulf Houghton Lubricants, Ltd. and Citibank N.A. Incorporated by reference to Exhibit 4.4 as filed by Registrant on Form S-3 on August 29, 2019.***
10.69 — Amendment No 1, effective March 1, 2020, to the Quaker Houghton Retirement Savings Plan. Incorporated by reference to Exhibit 10.2 as filed by the Registrant with its quarterly report on Form 10-Q on May 11, 2020.†
10.70 — Amendment No 2, effective February 10, 2020, to the Quaker Houghton Retirement Savings Plan. Incorporated by reference to Exhibit 10.1 as filed by the Registrant with its quarterly report on Form 10-Q on August 5, 2020.†
10.71 — Amendment No 3, effective April 17, 2020, to the Quaker Houghton Retirement Savings Plan. Incorporated by reference to Exhibit 10.2 as filed by the Registrant with its quarterly report on Form 10-Q on August 5, 2020.†
19.0 — Insider Trading Policy . Incorporated by reference to Exhibit 1 9 . 0 as filed by the Registrant with its annual report on Form 10- K on February 24, 2025.
21.0 — Subsidiaries and Affiliates of the Registrant.*
23.0 — Consent of Independent Registered Public Accounting Firm.*
31.1 — Certification of Chief Executive Officer of the Company pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.*
31.2 — Certification of Chief Financial Officer of the Company pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.*
32.1 — Certification of Joseph A. Berquist pursuant to 18 U.S.C. Section 1350.**
32.2 — Certification of Thomas Coler pursuant to 18 U.S.C. Section 1350.**
97.0 — Quaker Houghton Compensation Recoupment Policy. Incorporated by reference to Exhibit 97.0 as filed by the Registrant on Form 10-K on February 29, 2024.
101.INS — Inline XBRL Instance Document*
101.SCH — Inline XBRL Taxonomy Extension Schema Document*
101.CAL — Inline XBRL Taxonomy Calculation Linkbase Document*
101.DEF — Inline XBRL Taxonomy Definition Linkbase Document*
101.LAB — Inline XBRL Taxonomy Label Linkbase Document*
101.PRE — Inline XBRL Taxonomy Presentation Linkbase Document*
104.0 — Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.INS)*
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* Filed herewith.
** Furnished herewith.
*** Certain exhibits and schedules have been omitted, and the Company agrees to furnish supplementally to the Securities and Exchange commission a copy of any omitted exhibits and schedules upon request.
†
Management contract or compensatory plan
Item 16. Form 10-K Summary.
The Company has elected not to include a Form 10-K summary under this Item 16.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
QUAKER CHEMICAL CORPORATION
Registrant
By: /s/ JOSEPH A. BERQUIST
Joseph A. Berquist
Director, Chief Executive Officer and President
Date: February 23, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signatures Capacity Date
/s/ JOSEPH A. BERQUIST Chief Executive Officer and President February 23, 2026
Joseph A. Berquist Principal Executive Officer and Director
/s/ THOMAS COLER Executive Vice President, Chief Financial Officer February 23, 2026
Thomas Coler Principal Financial Officer
/s/ STEVEN DASSING Vice President, Corporate Controller February 23, 2026
Steven Dassing Principal Accounting Officer
/s/ MICHAEL F. BARRY Director, Non-Executive Chair of the Board February 23, 2026
Michael F. Barry
/s/ RUSSELL R. SHALLER Director February 23, 2026
Russell R. Shaller
/s/ CHARLOTTE C. HENRY Director February 23, 2026
Charlotte C. Henry
/s/ MARK A. DOUGLAS Director February 23, 2026
Mark A. Douglas
/s/ JEFFRY D. FRISBY Director February 23, 2026
Jeffry D. Frisby
/s/ WILLIAM H. OSBORNE Director February 23, 2026
William H. Osborne
/s/ FAY WEST Director February 23, 2026
Fay West
/s/ SANJAY HINDUJA Director February 23, 2026
Sanjay Hinduja
/s/ NANDITA BAKHSHI Director February 23, 2026
Nandita Bakhshi
/s/ LUCRÈCE FOUFOPOULOS-DE RIDDER Director February 23, 2026
Lucrèce Foufopoulos-De Ridder
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